Sheboygan Co Project Document

SHEBOYGAN CO PROJECT DOCUMENT

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor to perform certain services in connection with the Sheboygan County project identified below; and

WHEREAS, Contractor Name: represents that it has the experience, personnel and equipment necessary to perform the services described in this Agreement on the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the Sheboygan Co Project described in this document effective as of Effective Date:

Project Identification

Scope of Work

Contractor shall perform the work described below for the Client in accordance with the terms of this Agreement. Work shall conform to industry standards and applicable laws and regulations.

Payment Terms

Compensation. Client agrees to pay Contractor the Total Contract Amount specified below in consideration for performance of the Scope of Work.

Late Payment. Any unpaid amount not received by Contractor within the Invoice Terms shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by law. In addition, Client shall pay a one-time administrative late charge of for each late invoice.

Term and Termination

Term. This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Contractor for all work performed and reasonable demobilization costs incurred through the effective date of termination.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

Confidentiality

Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, technical data, trade secrets, business plans, financial information, customer lists and pricing.

Non-Disclosure and Use. Each party agrees to: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions and Survival. Confidential Information does not include information that is (i) already known to the recipient without an obligation of confidentiality, (ii) publicly available through no fault of the recipient, or (iii) rightfully received from a third party without restriction. The obligations in this Confidentiality section shall survive termination of this Agreement for a period of years.

Insurance; Indemnification

Insurance. Contractor shall maintain, at its expense, commercial general liability insurance and workers' compensation coverage as required by applicable law and as reasonably necessary for the performance of the Scope of Work. Upon request, Contractor shall provide certificates of insurance evidencing such coverage.

Indemnification. Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Contractor's negligence or willful misconduct in performing the Scope of Work.

Governing Law; Dispute Resolution

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Dispute Resolution. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, the dispute may be submitted to mediation. If mediation fails, either party may pursue any remedies available at law or in equity.

Representations; Entire Agreement

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party further represents that the person signing this Agreement on its behalf is authorized to bind that party.

Entire Agreement. This Agreement (including all attachments, purchase orders and exhibits executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. Any amendment or modification must be in writing signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

Miscellaneous

Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement to an affiliate or successor by operation of law.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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